By: johnathan.johnson | November 06, 2017

The execution of a Sale and Purchase Agreement (SPA) for shares are now subject to stamp duty, effective from 11 March 2017, following the passing of the Stamp Duties (Amendment) Act 2017 on 10 March 2017, with amendments to Section 22 of the Stamp Duties Act (SDA).

As the words “and stocks and shares,” have been deleted from Section 22(I)(b) of the SDA, it effectively means that the sale of stocks and shares are now dutiable.

Prior to the amendment, stamp duty was payable only on the execution of the instrument of transfer (being the share transfer form), and not on the contracts and agreements for the sale of shares. This in effect brings forward the point at which stamp duty is payable on sales of shares to the execution of the SPA, ra...

Category: Uncategorized 

Tags:

By: johnathan.johnson | November 06, 2017

Changes to the Companies Act which will take effect in early 2018, will seek to align the timelines for holding AGMs and filing annual returns with the Financial Year End (FYE) for listed and non-listed companies, as well as exempting all private companies from holding AGMs, subject to specified safeguards.

Aligning the Timelines for Holding AGMs and Filing Annual Returns

This amendment aims to simplify the process of ascertaining/determining deadlines for holding AGMs, as well as filing annual returns, which are currently subject to change every year according to various criteria.  The proposed new deadline will now be set to the same date annually by aligning the timelines with companies’ FYE.

The following table outlines the new timeline for holding AGMs and filing of annual returns:

Current

From the first half of 2018 

Holding of AGMs

 

 

(a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months 


(b) Timeline 2: 
Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.

 

For listed companies: 
Hold AGM within 4 months after FYE



For any other company: 
Hold AGM within 6 months after FYE 

Filing of Annual Returns 

 

 

For companies having a share capital and keeping a branch register outside Singapore 
File annual returns within 60 days after AGM 

For other companies 
File annual returns within 30 days after AGM 

 

For companies having a share capital and keeping a branch register outside Singapore: 
• File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE  

For other companies: 
• File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE 

Annual return can be filed only: 
• after an AGM has been held; 
• after financial statements is sent if company need not hold AGM; or 
• after FYE for private dormant relevant company that is exempted from preparing financial statements.                
 

 

In order to prevent arbitrary changes of their FYE by companies, the following three (3) safeguards will be effected:

  1. Companies are required to notify the Registrar of their FYE upon incorporation and subsequent changes.

  2. Companies are required to apply to the Registrar for approval to change their FYE if the change in FYE will result in a financial year longer than 18 months; or if the FYE was changed within the last five (5) years.

  3. The duration of a company’s financial year must not exceed 18 months in the year of incorporation, unless otherwise approved by the Registrar. 

Exemption of All Private Companies from Holding AGMs

Private Companies will be exempt under the Companies (Amendment) Bill 2017 from holding AGMs, should they send their financial statements to members within five (5) months of their FYE.

The following two (2) safeguards will be effected, so that private companies will still need to hold:

  1. An AGM, should any shareholder request for it not later than 14 days prior to the end of the 6th month after the FYE; 
  1. A general meeting to lay financial statements if any auditor or shareholder requests for it not later than 14 days after the financial statements have been distributed. 

Category: Uncategorized 

Tags:

By: johnathan.johnson | October 10, 2017

A new law aimed at enhancing Singapore’s personal bankruptcy and corporate insolvency regimes, is expected to be introduced in the second-half of 2018. Home Affairs and Law Minister, K. Shanmugam said that the new law will further enhance Singapore’s standing as a leading hub for cross-border debt restructuring.


Here’s what to expect from the new Insolvency Act:

1. Single Legislation for Personal and Corporate Restructuring and Insolvency.
As of August 2017, personal and corporate restructuring and insolvency reside in separate statutes; the Bankruptcy Act and Companies Act respectively.

With the ratification of the omnibus Insolvency Bill in 2018, both statutes will be combined into a single article of legislation, to ensure clarity and...

Category: Uncategorized 

Tags:

By: johnathan.johnson | September 19, 2017

Are you aware of new mandatory requirements in Singapore for the maintenance of nominee directors and registrable controllers? These requirements apply to both companies and Limited Liability Partnerships. Learn more about these new rules here: http://bit.ly/2xbpEdS

Category: Company Secretarial 

Tags:

By: johnathan.johnson | September 19, 2017

With effect from 31 March 2017, companies and limited liability partnerships (LLPs) are no longer required to use the common seal for official documents. This is in accordance with the amendments to the Companies Act 2017. Signature by authorized persons have been introduced in its place.

The following table outlines the authorized persons for a company and an LLP:

Authorized Persons